INVACARE CORP
10-Q, 2000-05-12
ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES
Previous: NBC CAPITAL CORP, 10-Q, 2000-05-12
Next: COMMUNITY BANCORP INC /MA/, 10-Q, 2000-05-12




                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q
                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the Quarter Ended                       March 31, 2000
                      ----------------------------------------------------------

Commission File Number                      0-12938

                              Invacare Corporation
             (Exact name of registrant as specified in its charter)

            Ohio                                            95-2680965
(State or other jurisdiction of                 (IRS Employer Identification No)
incorporation or organization)

               One Invacare Way, P.O. Box 4028, Elyria, Ohio 44036
                    (Address of principal executive offices)

                                 (440) 329-6000
              (Registrant's telephone number, including area code)

- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if change since last
report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  12 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No____

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practical date:

As of May 11, 2000, the company had 28,644,658 Common Shares and 1,432,031 Class
B Common Shares outstanding.







                                       1
<PAGE>
                              INVACARE CORPORATION

                                      INDEX


Part I.  FINANCIAL INFORMATION:                                         Page No.

Item 1. Financial Statements (Unaudited)

         Condensed Consolidated Balance Sheet -

                  March 31, 2000 and December 31, 1999.........................3

         Condensed Consolidated Statement of Earnings -

                  Three Months Ended March 31, 2000 and 1999...................4

         Condensed Consolidated Statement of Cash Flows -

                  Three Months Ended March 31, 2000 and 1999...................5

         Notes to Condensed Consolidated Financial

                  Statements - March 31, 2000..................................6

Item 2.  Management's Discussion and Analysis of

                  Financial Condition and Results of Operations................9

Item 3.  Quantitative and Qualitative Disclosure of Market Risk...............13
Part II.  OTHER INFORMATION:

Item 6.  Exhibits and Reports on Form 8-K.....................................14

SIGNATURES....................................................................14

                                       2
<PAGE>


Part I.  FINANCIAL INFORMATION
Item 1.         Financial Statements (Unaudited)
<TABLE>
<CAPTION>
                      INVACARE CORPORATION AND SUBSIDIARIES
               Condensed Consolidated Balance Sheet - (unaudited)
                                                                                        March 31,           December 31,
                                                                                             2000                   1999
ASSETS                                                                                           (In thousands)
- ------                                                                                  --------------------------------
<S>                                                                                         <C>                    <C>
CURRENT ASSETS
 .........Cash and cash equivalents                                                       $ 18,648                $18,258
 .........Marketable securities                                                              1,453                  1,593
 .........Trade receivables, net                                                           180,685                181,550
 .........Installment receivables, net                                                      69,963                 70,378
 .........Inventories                                                                      110,080                108,535
 .........Deferred income taxes                                                             26,090                 26,561
 .........Other current assets                                                              11,008                 11,745
                                                                                         -------------------------------
 .........         TOTAL CURRENT ASSETS                                                    417,927                418,620

OTHER ASSETS                                                                               77,807                 71,316
PROPERTY AND EQUIPMENT, NET                                                               139,468                137,132
GOODWILL, NET                                                                             319,010                328,217
                                                                                         -------------------------------
 .........         TOTAL ASSETS                                                           $954,212               $955,285
                                                                                         ===============================

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
 .........Accounts payable                                                                 $62,793                $58,367
 .........Accrued expenses                                                                  84,037                 97,156
 .........Accrued income taxes                                                              17,668                 15,547
 .........Current maturities of long-term obligations                                        8,449                  6,401
                                                                                          ------------------------------
 .........         TOTAL CURRENT LIABILITIES                                               172,947                177,471

LONG-TERM DEBT                                                                            436,056                440,795

OTHER LONG-TERM OBLIGATIONS                                                                17,492                 18,147

SHAREHOLDERS' EQUITY
 .........Preferred shares                                                                       0                      0
 .........Common shares                                                                      7,282                  7,282
 .........Class B common shares                                                                358                    358
 .........Additional paid-in-capital                                                        79,055                 79,470
 .........Retained earnings                                                                261,555                251,955
 .........Accumulated other comprehensive earnings                                         (10,398)                (8,976)
 .........Treasury shares                                                                  (10,135)               (11,217)
                                                                                          ------------------------------
 .........         TOTAL SHAREHOLDERS' EQUITY                                              327,717                318,872
                                                                                          ------------------------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
                                                                                         $954,212               $955,285
                                                                                         ===============================
</TABLE>

See notes to condensed consolidated financial statements.

                                       3
<PAGE>
                     INVACARE CORPORATION AND SUBSIDIARIES
           Condensed Consolidated Statement of Earnings - (unaudited)
<TABLE>
<CAPTION>
                                                                                    Three Months Ended
                                                                                         March 31,
                                                                                2000                  1999
                                                                             -------------- --------------
                                                                          (In thousands except per share data)
<S>                                                                                <C>            <C>
Net sales                                                                       $244,303       $196,092
Cost of products sold                                                            171,423        139,355
                                                                             --------------  -------------
    Gross profit                                                                  72,880         56,737
Selling, general and administrative expense                                       51,425         39,747
                                                                             --------------  -------------
    Income from operations                                                        21,455         16,990
Interest income                                                                    1,737          1,872
Interest expense                                                                  (6,841)        (4,940)
                                                                             --------------  -------------
    Earnings before income taxes                                                  16,351         13,922
Income taxes                                                                       6,377          5,430
                                                                             --------------  -------------

    NET EARNINGS                                                                 $ 9,974        $ 8,492
                                                                              =============  =============
    DIVIDENDS DECLARED PER COMMON SHARE                                            .0125          .0125
                                                                              =============  =============
Net earnings per share - basic                                                    $ 0.33         $ 0.28
                                                                              =============  =============
Weighted average shares outstanding - basic                                       29,998         29,957
                                                                              =============  =============
Net earnings per share - assuming dilution                                        $ 0.33         $ 0.28
                                                                              =============  =============
Weighted average shares outstanding - assuming dilution                           30,503         30,513
                                                                              =============  =============

</TABLE>

See notes to condensed consolidated financial statements.

                                       4

<PAGE>
                      INVACARE CORPORATION AND SUBSIDIARIES
          Condensed Consolidated Statement of Cash Flows - (unaudited)
<TABLE>
<CAPTION>
                                                                                                       Three Months Ended
                                                                                                             March 31,
                                                                                                               2000
                                                                                                          (In thousands)
                                                                                                     -----------------------
<S>                                                                                                    <C>             <C>
OPERATING ACTIVITIES
         Net earnings                                                                                $ 9,974         $ 8,492
         Adjustments to reconcile net earnings to
              net cash provided by operating activities:
              Depreciation and amortization                                                            7,849           5,998
              Provision for losses on receivables                                                      2,256            (225)
              Provision for deferred income taxes                                                      1,067          (1,302)
              Provision for other deferred liabilities                                                (1,172)            517
         Changes in operating assets and liabilities:
              Trade receivables                                                                       (2,666)         (6,479)
              Inventories                                                                             (3,384)         (1,374)
              Other current assets                                                                       561             661
              Accounts payable                                                                         7,478             877
              Accrued expenses                                                                        (8,179)          4,351
                                                                                                     -----------------------
                  NET CASH PROVIDED BY OPERATING ACTIVITIES                                           13,784          11,516

INVESTING ACTIVITIES
         Purchases of property and equipment                                                          (8,332)         (4,619)
         Capitalized consulting costs                                                                   (677)         (3,532)
         Proceeds from sale of property and equipment                                                     61              45
         Installment sales contracts written                                                         (17,691)        (17,173)
         Payments received on installment sales contracts                                             19,053          17,738
         Marketable securities purchased                                                                 (95)           (416)
         Marketable securities sold                                                                      116             260
         Increase in other investments                                                                   (25)           (152)
            Increase in other long term assets                                                        (7,269)         (2,454)
         Other                                                                                          (600)           (320)
                                                                                                     -----------------------
              NET CASH REQUIRED BY INVESTING ACTIVITIES                                              (15,459)        (10,623)

FINANCING ACTIVITIES
         Proceeds from revolving lines of credit and long-term borrowings                             24,194          24,614
         Principal payments on revolving lines of credit, long-term debt
           and capital lease obligations                                                             (21,364)        (25,905)
         Proceeds from exercise of stock options                                                         452           1,353
         Payment of Dividends
                                                                                                        (372)           (375)
                                                                                                     -----------------------
            NET CASH (REQUIRED)/PROVIDED BY FINANCING ACTIVITIES
                                                                                                       2,910            (313)
Effect of exchange rate changes on cash                                                                 (845)          1,108
                                                                                                     -----------------------
Increase in cash and cash equivalents                                                                    390           1,688
Cash and cash equivalents at beginning of period                                                      18,258           9,460
                                                                                                     -----------------------
Cash and cash equivalents at end of period                                                          $ 18,648        $ 11,148
                                                                                                    ========================
</TABLE>

See notes to condensed consolidated financial statements.

                                       5
<PAGE>


                     INVACARE CORPORATION AND SUBSIDIARIES
                        Notes to Condensed Consolidated
                              Financial Statements
                                  (Unaudited)
                                 March 31, 2000

Nature of Operations - Invacare Corporation and its subsidiaries (the "company")
is the world's leading  manufacturer  and  distributor of non-acute  health care
products based upon its distribution  channels,  the breadth of its product line
and sales. The company  designs,  manufactures and distributes an extensive line
of health care products for the non-acute  care  environment  including the home
health care,  retail and extended care markets.  The company's  products include
standard manual wheelchairs, motorized and lightweight prescription wheelchairs,
motorized scooters, patient aids, home care and institutional beds, low air loss
therapy products,  home respiratory products,  seating and positioning products,
bathing equipment and distributed products.

Principles of  Consolidation - In the opinion of the company,  the  accompanying
unaudited condensed consolidated financial statements are prepared in accordance
with generally accepted  accounting  principles which require management to make
estimates  and  assumptions  that affect the amounts  reported in the  financial
statements.  Actual results may differ from these  estimates.  The  accompanying
financial  statements include all adjustments,  which were of a normal recurring
nature,  necessary to present fairly the financial position of the company as of
March 31,  2000 and the results of its  operations  for the three  months  ended
March 31, 2000 and 1999 and changes in its cash flows for the three months ended
March 31, 2000 and 1999.  The results of  operations  for the three months ended
March 31, 2000, are not necessarily indicative of the results to be expected for
the full year.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed  or omitted  pursuant to the rules and  regulations  of the
Securities  and Exchange  Commission.  These  condensed  consolidated  financial
statements  should  be read  in  conjunction  with  the  consolidated  financial
statements contained in the company's annual financial statements and notes.

Business  Segments - The company  operates in three  primary  business  segments
based on geographical  area: North America,  Europe and  Australasia.  The three
reportable segments represent operating groups which offer products to different
geographic regions.

The North  America  segment  consists of five  operating  groups  which sell the
following products:  wheelchairs,  scooters, seating products, self care patient
aids, home care beds, low air loss therapy products, patient transport products,
distributed  products,  extended care and furniture  products,  respiratory  and
other  products.  The Europe segment  consists of one operating group that sells
primarily wheelchairs,  scooters, beds, seating, self care patient aids, patient
lifts and slings and respiratory  products.  The Australasia segment consists of
two operating groups which sell custom power wheelchairs,  electronic wheelchair
components  and patient  aids.  Each  business  segment sells to the home health
care, retail and extended care markets.

                                       6
<PAGE>
The company  evaluates  performance  and allocates  resources based on profit or
loss from  operations  before  income  taxes for each  reportable  segment.  The
accounting  policies  of each  segment  are the same as those for the  company's
consolidated financial statements. Intersegment sales and transfers are based on
the  costs  to  manufacture  plus  a  reasonable   profit  element.   Therefore,
intercompany  profit  or  loss  on  intersegment  sales  and  transfers  are not
considered  in  evaluating  segment   performance.   Intersegment   revenue  for
reportable  segments  was  $16,213,000  for the period  ended March 31, 2000 and
$12,874,000 for the same period a year ago.

The information by segment is as follows (in thousands):
                                                           Three Months Ended
                                                                March 31,
                                                          2000             1999
                                                     --------------------------
   Revenues from external customers
        North America                                 $175,658         $158,853
        Europe                                          60,472           31,954
        Australia/Asia                                   7,601            5,277
        All Other *                                        572                8
                                                     ---------------------------
        Consolidated                                  $244,303         $196,092

   Earnings (loss) before income taxes
        North America                                  $28,052         $ 23,843
        Europe                                             394           (1,739)
        Australia/Asia                                   2,289            1,521
        All Other *                                    (14,384)          (9,703)
                                                     ---------------------------
        Consolidated                                  $ 16,351         $ 13,922

*  Consists  of  the  domestic  export  unit,  corporate  selling,  general  and
   administrative  costs, and the Invacare captive  insurance unit, which do not
   meet the quantitative criteria for determining reportable segments.


Comprehensive  Earnings  - Total  comprehensive  earnings  were as  follows  (in
thousands):
                                                          Three Months Ended
                                                               March 31,
                                                       2000                1999
                                                     --------------------------
        Net earnings                                 $9,974              $8,492
        Foreign currency translation (loss)          (1,890)               (137)
        Unrealized gain or (loss) on available
           for sale securities                          468                (552)
                                                     ---------------------------

        Total comprehensive earnings                 $8,552              $7,803
                                                     ===========================
                                       7

<PAGE>
Net Income Per Common Share - The following  table sets forth the computation of
basic and diluted net earnings per common share for the periods indicated.

                                                          Three Months Ended
                                                               March 31,
                                                         2000             1999
                                                        ------------------------
                                                        (In thousands except per
                                                               share data)
             Basic
                Average common shares outstanding        29,998           29,957

                Net earnings                             $9,974           $8,492

                Net earnings per common share            $  .33           $  .28

             Diluted
                Average common shares outstanding        29,998           29,957
                Stock options                               505              556
                                                        ------------------------
                Average common shares assuming dilution  30,503           30,513

                Net earnings                             $9,974           $8,492

                Net earnings per common share            $  .33           $  .28

Recently  Issued  Accounting  Pronouncements  - In  June,  1998,  the  Financial
Accounting Standards Board (FASB) issued SFAS No. 133, Accounting for Derivative
Instruments and for Hedging Activities.  This statement requires all derivatives
to be  recorded  on the  balance  sheet at fair value and  establishes  "special
accounting"  for certain  types of hedges.  The statement is effective for years
beginning  after June 15, 2000.  Management is currently  studying the potential
effects of the adoption of this  statement but does not anticipate a significant
impact on the company's financial position or results of operations.

Statement of Cash Flows - The company made payments (in thousands) of :

                                                            Three Months Ended
                                                                 March 31,
                                                          2000              1999
                                                        ------------------------
       Interest                                         $8,389            $6,412
       Income taxes                                      3,052             1,824


Inventories - Inventories consist of the following components (in thousands):

                                                       March 31,       March 31,
                                                          2000              1999
                                                        ------------------------
       Raw materials                                   $ 32,888         $ 33,564
       Work in process                                   15,501           16,825
       Finished goods                                    61,691           58,146
                                                        ------------------------
                                                      $ 110,080         $108,535
                                                       =========================
                                       8
<PAGE>
The final  inventory  determination  under the LIFO method is made at the end of
each  fiscal  year  based  on the  inventory  levels  and  cost at  that  point,
therefore,  interim LIFO  determinations are based on management's  estimates of
expected year-end inventory levels and costs.

Property and  Equipment - Property and  equipment  consist of the  following (in
thousands):

                                                       March 31,    December 31,
                                                           2000             1999
                                                        ------------------------
       Land, buildings and improvements                $ 58,233        $ 58,974
       Machinery and equipment                          169,795         163,717
       Furniture and fixtures                            15,057          14,776
       Leasehold improvements                            10,064           9,985
                                                        ------------------------
                                                        253,149         247,452
       Less allowance for depreciation                 (113,681)       (110,320)
                                                        ------------------------
                                                       $139,468        $137,132
                                                        ========================


Item 2.          Management's Discussion and Analysis of Financial Condition and
                 Results of Operations

RESULTS OF OPERATIONS

NET SALES

Net sales for the three months ended March 31, 2000 were  $244,303,000  compared
to  $196,092,000  for the same period a year ago,  representing  a 25% increase.
Excluding  the net impact from  acquisition  and currency  translation,  overall
sales  increased 10%. The increase was driven  primarily by strong  increases in
North American and Australasian sales principally do to higher unit volume sales
in both segments.

North American Operations

North  American  sales,  consisting of Rehab (power  wheelchairs,  custom manual
wheelchairs  and  seating),  Standard  (manual  wheelchairs,  personal  care and
retail),  Beds and Continuing Care (beds, low air loss therapy and furniture and
patient transport equipment), Respiratory (oxygen concentrators,  liquid oxygen,
aerosol   therapy  and  associated   respiratory)   and   Distributed   (ostomy,
incontinence,  wound care and other medical  supplies)  products,  increased 11%
from the prior  year.  The gain was due  principally  to unit  volume  growth in
Distributed  products  (up 18%) and  Standard  products  (up 14%).  Canada  also
experienced significant growth as sales increased 26% over the prior period.

European Operations

European sales increased to $60,472,000  from $31,954,000 in the prior year with
the acquisition of Scandinavian Mobility International (SMI) increasing sales by
$32,877,000. On a pro-forma basis taking into consideration SMI, European sales,
excluding a negative impact of 13% from foreign currency,  increased 6% from the
same period a year ago.

                                       9
<PAGE>
Australasia Operations

The Australasia products group consists of Invacare Australia, which imports and
distributes the Invacare range of products and  manufactures and distributes the
Rollerchair  range of custom  power  wheelchairs  and  Dynamic  Controls,  a New
Zealand  manufacturer of operating  components used in power wheelchairs.  Sales
for the Australasia  group increased over 50%,  excluding the negative impact of
8% from foreign  currency  translation.  Sales were  positively  impacted by new
product introduction and continued expansion into Australia which began in 1999.

GROSS PROFIT

Gross profit as a percentage of net sales for the three month period ended March
31, 2000 was 29.8% compared to 28.9% for the same period last year.  Margins for
North American operations were 28.1%, in line with margins reported in the prior
year.  Gross  profit for Europe and  Australasia  improved  with Europe  margins
positively  impacted by the acquisition of SMI, which has margins,  as a percent
to sales, higher than the existing European operations.  The overall increase in
margins as a percentage of net sales is a result of the company's  manufacturing
cost  improvements  and the company's focus on redesigning  products in order to
lower manufacturing costs while improving quality and reliability.

SELLING, GENERAL AND ADMINISTRATIVE

Selling, general and administrative expense as a percentage of net sales for the
three months ended March 31, 2000 was 21.0% compared to 20.3% in the same period
a year ago.  The dollar  increase  was  $11,678,000  or 29.4% with  acquisitions
accounting for $8,417,000 or 21.2% of the dollar increase.  Excluding the impact
of  acquisitions  and foreign  currency,  selling,  general  and  administrative
expense as a percent of sales remained relatively flat with the prior year.

North American selling,  general and administrative costs as a percentage of net
sales  increased by  approximately  1% from the prior year.  The overall  dollar
increase was $5,144,000 with  approximately  $329,000 related to acquisition and
foreign currency impact. European and Australasia  operations' selling,  general
and administrative costs grew at a slower rate than sales for the quarter.

NON-RECURRING CHARGE

In 1999, the company announced  non-recurring and unusual charges of $14,800,000
($9,028,000  or $.29  diluted  per share  after-tax)  primarily  related  to the
acquisition of Scandinavian Mobility International AS ("SMI"). Of these charges,
$6,514,000  have been  utilized  through March 31, 2000  including  $308,000 and
$257,000 in the first quarter of 2000 for exit costs, and asset  write-downs and
other  non-recurring  items,  respectively.  The company  anticipates all of the
remaining charge to be utilized in 2000.

INTEREST

Interest   income  in  the  three  months  ended  March  31,  2000  declined  by
approximately  $135,000  compared to the same  period a year ago,  as  decreased
volume in customer  loan  refinancing  was offset by an overall  increase in the
portfolio's  effective  rate.  The  company  has  significantly   tightened  its

                                       10
<PAGE>
refinancing  policy  thereby  reducing the number of  refinances  written in the
quarter.  The company  believes  its  overall  long-term  profitability  will be
positively impacted by the change in policy.

For the quarter,  interest expense  increased due to higher average  outstanding
borrowings  resulting  primarily from the acquisition of  Scandinavian  Mobility
International A/S in the third quarter of 1999.

INCOME TAXES

The company had an effective  tax rate of 39.0% which is the same  effective tax
rate in the same period a year ago.

LIQUIDITY AND CAPITAL RESOURCES

The company's  reported  overall level of long-term  obligations  decreased $4.7
million  to $436.1  million  for the three  months  ended  March 31,  2000 . The
company continues to maintain an adequate liquidity position to fund its working
capital and capital  requirements  through its cash flow from operations and its
bank lines. As of March 31, 2000, the company had  approximately  $107.3 million
available under its lines of credit.  Pursuant to the most restrictive  covenant
of its debt  arrangements  the company  could  borrow up to an  additional  $174
million.

The company's financing  arrangements  require it to maintain certain conditions
with respect to net worth,  working capital,  funded debt to capitalization  and
interest  coverage as  defined.  The  company is in  compliance  with all of the
conditions.

CAPITAL EXPENDITURES

There were no material capital expenditure  commitments  outstanding as of March
31,  2000.  The  company  expects to invest in capital  projects  at a rate that
equals or exceeds depreciation and amortization in order to maintain and improve
the  company's  competitive   position.   The  company  estimates  that  capital
investments for 2000 will approximate $28 million. The company believes that its
balances  of cash and cash  equivalents,  together  with  funds  generated  from
operations  and existing  borrowing  facilities  will be  sufficient to meet its
operating  cash  requirements  and fund required  capital  expenditures  for the
foreseeable future.

ACQUISITIONS

Effective July 31, 1999, IVC Holdings Denmark A/S  ("Holdings"),  a wholly owned
subsidiary  of  Invacare   Corporation,   acquired   substantially  all  of  the
outstanding  shares of common stock of Scandinavian  Mobility  International A/S
("SMI"),  a Danish  corporation  for  approximately  $142  million in cash.  The
acquisition  was  accounted  for under the purchase  method of  accounting.  The
excess of the purchase  price over the estimated  fair value of the common stock
acquired is being amortized over 40 years.  SMI is a producer and distributor of
rehabilitation products, mobility aids and related products in Europe.

                                       11
<PAGE>
CASH FLOWS

Cash flows  provided by operating  activities  were $13.8  million for the first
quarter  of 2000  compared  to $11.5  million  in  1999.  Operating  cash  flows
increased  in 2000 as a result of a change in trade  receivables  offset to some
extent by the net change in accounts payable and accrued expenses, as the timing
of certain  expenses  varied  between  quarters.  Operating cash flows were also
positively impacted by increased net earnings.

Cash flows required for investing  activities  increased by $4.8 million for the
first  quarter  of 2000  when  compared  to 1999.  The  increase  is a result of
increased  other long term assets which was impacted,  in part, by premiums paid
on various company policies including executive life insurance.

Cash flows provided by financing  activities were $2.9 million  compared to cash
required of $.3 million in 1999.  Financing  activities for the first quarter of
2000 were impacted by the proceeds from revolving  lines of credit and long-term
borrowings which exceeded payments on long term borrowings.

The effect of foreign currency translation may result in amounts being shown for
cash  flows in the  Condensed  Consolidated  Statement  of Cash  Flows  that are
different from the changes reflected in the respective balance sheet captions.

DIVIDEND POLICY

On February 15, 2000, the Board of Directors for Invacare Corporation declared a
quarterly cash dividend of $.0125 per Common Share to  shareholders of record as
of April 3, 2000, to be paid on April 14, 2000.  At the current  rate,  the cash
dividend will amount to $.05 per Common Share on an annual basis.

YEAR 2000 ISSUE

The Year 2000 issue is the result of computer  programs  being written using the
last two digits  rather  than four to define the  applicable  year.  Thus,  many
programs are unable to properly  distinguish  between the year 1900 and the year
2000.  This is  frequently  referred to as the "Year 2000  Problem." The company
currently  is not aware of any  significant  problems  that have  arisen for its
customers and suppliers.

The company completed a comprehensive  project,  which included the modification
of existing  information  technology in order to recognize the year 2000 and the
conversion of its critical data processing systems.  The project consisted of an
iterative  process of  assessing,  remediating,  testing  and  implementing  new
software as  required.  The  company was also in contact  with each of its major
customers and vendors to make sure that they were also year 2000 compliant.  The
company spent  approximately  $6.3 million on the project and funded it entirely
through operating cash flows. The estimate includes the cost of a combination of
existing  internal and external  resources and excludes the costs to upgrade and
replace  systems in the normal  course of  business.  The project did not have a
material effect on the company's results of operations or financial position.

The company did not experience  any  significant  malfunctions  or errors in its
operating or business  systems when the date changed from 1999 to 2000. Based on
operations  since January 1, 2000,  the company does not expect any  significant

                                       12
<PAGE>
impact on its ongoing business as a result of the Year 2000 Problem. However, it
is  possible  that the full  impact of the Year 2000  Problem has not been fully
recognized.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The company is exposed to market risk  through  various  financial  instruments,
including  fixed rate and  floating  rate debt  instruments.  The  Company  uses
interest  rate swap  agreements  to  mitigate  its  exposure  to  interest  rate
fluctuations. Based on March 31, 2000 debt levels, a 1% change in interest rates
would impact interest expense by  approximately  $1,640,000 over the next twelve
months.  Additionally,  the company operates  internationally and as a result is
exposed to foreign currency  fluctuations.  Specifically,  the exposure includes
intercompany  loans, and third party sales or payments.  In an attempt to reduce
this exposure, foreign currency forward contracts are utilized. The company does
not believe that any potential loss related to these financial  instruments will
have a material adverse effect on the company's  financial  condition or results
of operations.

EURO CONVERSION

On January 1, 1999,  11 of the 15 member  countries of the  European  Union (the
"participating  countries")  established  a fixed rate  between  their  existing
sovereign  currencies  (the  "legacy  currencies")  and  the  Euro.  The  legacy
currencies are scheduled to remain legal tender in the  participating  countries
between  January 1, 1999 and July 1, 2002.  Beginning  January 1, 2002, the Euro
currency will be introduced and the legacy currencies withdrawn from circulation
six months later. The company believes with  modifications to existing  computer
software and conversion to new software, the Euro conversion issue will not pose
significant operational problems to its normal business activities.  The company
does not expect  costs  associated  with the Euro  conversion  project to have a
material effect on the company's results of operations or financial position.

FORWARD-LOOKING STATEMENTS

The statements contained in this form 10-Q constitute forward-looking statements
based on  current  expectations  which  are  covered  under  the  "Safe  Harbor"
provision  within  the  Private  Securities   Litigation  Reform  Act  of  1995.
Forward-looking  statements  include  information  concerning  our  possible  or
assumed  future  results of operations and statements in which we use words such
as "expect," "will,"  "believe,"  "anticipate,"  "intend,"  "plan,"  "estimate,"
"project"  or similar  expressions.  Actual  results and events,  including  the
results from the acquisition  and  integration of Scandinavian  Mobility and the
acceleration of certain strategic  initiatives for which a non-recurring  charge
has been reported,  may differ  significantly from those anticipated as a result
of risks and  uncertainties  which  include,  but are not  limited  to,  pricing
pressures,  the  consolidations  of health care customers and  competitors,  the
availability  of  strategic  acquisition  candidates,  government  reimbursement
issues  including  those that affect the viability of  customers,  the effect in
offering   customers   competitive   financing  terms,   Invacare's  ability  to
effectively  integrate  acquired  companies,  the  difficulties  in managing and
operating  businesses  in  many  different  foreign  jurisdictions,  the  timely
completion of facility consolidations, the overall economic, market and industry
growth conditions, foreign currency and interest rate risk, as well as the risks
described  from time to time in Invacare's  reports as filed with the Securities
and Exchange Commission.

                                       13


<PAGE>
Item 3.  Quantitative and Qualitative Disclosure of Market Risk.

The information called for by this item is provided under the same caption under
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations.

Item 6.  Exhibits and Reports on Form 8-K

         A        Exhibits:
                  Official Exhibit No.
                  (27)  Financial Data Schedule

         B        Reports on Form 8-K: None


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                         INVACARE CORPORATION


                                                         By:
                                                         Thomas R. Miklich
                                                         Chief Financial Officer

Date:  May 12, 2000

                                       14


<TABLE> <S> <C>

<ARTICLE>         5
<MULTIPLIER>      1,000

<S>                                                                      <C>
<PERIOD-TYPE>                                                             3-MOS
<FISCAL-YEAR-END>                                                   DEC-31-1999
<PERIOD-END>                                                        MAR-31-2000
<CASH>                                                                   18,648
<SECURITIES>                                                              1,453
<RECEIVABLES>                                                           192,746
<ALLOWANCES>                                                            (12,061)
<INVENTORY>                                                             110,080
<CURRENT-ASSETS>                                                        417,927
<PP&E>                                                                  253,149
<DEPRECIATION>                                                         (113,681)
<TOTAL-ASSETS>                                                          954,212
<CURRENT-LIABILITIES>                                                   172,947
<BONDS>                                                                       0
                                                         0
                                                                   0
<COMMON>                                                                  7,640
<OTHER-SE>                                                              320,077
<TOTAL-LIABILITY-AND-EQUITY>                                            954,212
<SALES>                                                                 244,303
<TOTAL-REVENUES>                                                        244,303
<CGS>                                                                   171,423
<TOTAL-COSTS>                                                           171,423
<OTHER-EXPENSES>                                                         51,425
<LOSS-PROVISION>                                                              0
<INTEREST-EXPENSE>                                                        5,104
<INCOME-PRETAX>                                                          16,351
<INCOME-TAX>                                                              6,377
<INCOME-CONTINUING>                                                       9,974
<DISCONTINUED>                                                                0
<EXTRAORDINARY>                                                               0
<CHANGES>                                                                     0
<NET-INCOME>                                                              9,974
<EPS-BASIC>                                                                (.33)
<EPS-DILUTED>                                                              (.33)



</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission